Julie Gerberding - Sep 17, 2025 Form 4 Insider Report for HilleVax, Inc. (HLVX)

Role: Director
Signature: /s/ Paul Bavier, Attorney-in-Fact for Julie Gerberding
Stock symbol: HLVX
Transactions as of: Sep 17, 2025
Transactions value $: $0
Form type: 4
Date filed: 9/17/2025, 04:30 PM
Previous filing: Jul 31, 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Gerberding Julie L.	Director	C/O HILLEVAX, INC., 321 HARRISON AVE, SUITE 500, BOSTON	/s/ Paul Bavier, Attorney-in-Fact for Julie Gerberding	2025-09-17	0001628884

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	HLVX	Common Stock	Disposition pursuant to a tender of shares in a change of control transaction		-59.2K	-100%		0	Sep 17, 2025	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Julie Gerberding is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	In connection with that certain Agreement and Plan of Merger, dated as of August 4, 2025 (the "Merger Agreement"), by and among the Issuer, XOMA Royalty Corporation ("Parent") and XRA 4 Corp., a wholly owned subsidiary of Parent ("Merger Sub" and together with Parent, the "Purchasers"), the Purchasers completed a tender offer to acquire all of the issued and outstanding shares of Common Stock of the Issuer in exchange for (a) $1.95 in cash per share (the "Cash Amount"), plus (b) one contingent value right ("CVR") representing the right to receive certain contingent cash payments equal to the "CVR Proceeds" as further described in that certain CVR Agreement entered into between the Purchasers and a representative to the CVR holders. After completion of the tender offer, Merger Sub merged with and into the Issuer, effective as of September 17, 2025 (the "Effective Time"), with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Parent.
F2	Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each outstanding restricted stock unit ("RSU") immediately vested in full and was canceled in exchange for the right to receive (a) an amount in cash, without interest, equal to the product obtained by multiplying (x) the Cash Amount by (y) the number of shares underlying such RSU at the Effective Time and (b) one CVR for each share underlying such RSU.

Content

In connection with that certain Agreement and Plan of Merger, dated as of August 4, 2025 (the "Merger Agreement"), by and among the Issuer, XOMA Royalty Corporation ("Parent") and XRA 4 Corp., a wholly owned subsidiary of Parent ("Merger Sub" and together with Parent, the "Purchasers"), the Purchasers completed a tender offer to acquire all of the issued and outstanding shares of Common Stock of the Issuer in exchange for (a) $1.95 in cash per share (the "Cash Amount"), plus (b) one contingent value right ("CVR") representing the right to receive certain contingent cash payments equal to the "CVR Proceeds" as further described in that certain CVR Agreement entered into between the Purchasers and a representative to the CVR holders. After completion of the tender offer, Merger Sub merged with and into the Issuer, effective as of September 17, 2025 (the "Effective Time"), with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Parent.

Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each outstanding restricted stock unit ("RSU") immediately vested in full and was canceled in exchange for the right to receive (a) an amount in cash, without interest, equal to the product obtained by multiplying (x) the Cash Amount by (y) the number of shares underlying such RSU at the Effective Time and (b) one CVR for each share underlying such RSU.